Obligation Compagnie De Financement Foncier 4.375% ( FR0010464321 ) en EUR

Société émettrice Compagnie De Financement Foncier
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  FR0010464321 ( en EUR )
Coupon 4.375% par an ( paiement annuel )
Echéance 25/04/2019 - Obligation échue



Prospectus brochure de l'obligation Compagnie De Financement Foncier FR0010464321 en EUR 4.375%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 3 050 000 000 EUR
Description détaillée L'Obligation émise par Compagnie De Financement Foncier ( France ) , en EUR, avec le code ISIN FR0010464321, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/04/2019







Final Terms dated 16 February 2009
COMPAGNIE DE FINANCEMENT FONCIER
Euro 125,000,000,000
Euro Medium Term Note Programme
for the issue of Obligations Foncières
due from one month from the date of original issue
SERIES NO: 393
TRANCHE NO: 3
COMPAGNIE DE FINANCEMENT FONCIER (the "Issuer")
EUR 100,000,000 4.375 per cent. Obligations Foncières due April 2019 (the "Notes")
to be assimilated (assimilées) upon listing and form a single series with the existing EUR 1,250,000,000
4.375 per cent. Obligations Foncières due April 2019 issued on 25 April 2007 as Tranche 1 of Series 393
and EUR 115,000,000 4.375 per cent. Obligations Foncières due April 2019 issued on 4 February 2009 as
Tranche 2 of Series 393
(together, the "Existing Notes")
Issue Price: 94.542 per cent. of the Aggregate Nominal Amount of the Tranche plus accrued interest at a rate of
3.5839041 per cent. of the Aggregate Nominal Amount of the Tranche for the period from, and including
25 April 2008 to, but excluding, the Issue Date
NATIXIS


PART A ­ CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions")
set forth in the Base Prospectus dated 1 August 2006 which received visa n°06-279 from the Autorité des
marchés financiers (the "AMF") on 1 August 2006. This document constitutes the Final Terms of the Notes
described herein for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus
Directive") and must be read in conjunction with the Base Prospectus dated 4 July 2008 which received visa
n°08-148 from the AMF on 4 July 2008 and the supplement to the Base Prospectus dated 5 September 2008
which received visa n°08-180 from the AMF on 5 September 2008, which together constitute a base prospectus
for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base
Prospectus dated 1 August 2006 and are attached hereto. Full information on the Issuer and the offer of the Notes
is only available on the basis of the combination of these Final Terms, the Base Prospectus dated 1 August 2006,
the Base Prospectus dated 4 July 2008 and its supplement dated 5 September 2008. The Base Prospectus dated
4 July 2008 and the supplement to the Base Prospectus dated 5 September 2008 are available for viewing on the
website of the AMF, and copies may be obtained from Compagnie de Financement Foncier, 4, Quai de Bercy,
94224 Charenton Cedex, France.
This issue of the Notes constitutes the second reopening of the EUR 1,250,000,000 4.375 per cent. Obligations
Foncières due April 2019 issued on 25 April 2007 (Series 393 Tranche 1).
The Notes newly issued will be assimilated (assimilées) and form a single series with the Existing Notes (as
defined above) upon the listing of the Notes, bringing the total principal amount of the Notes of Series 393 to
EUR 1,465,000,000.
1
Issuer:
Compagnie de Financement Foncier
2
(i)
Series Number:
393
(ii)
Tranche Number:
3
3
Specified Currency or Currencies:
Euro ("EUR")
4
Aggregate Nominal Amount:
(i)
Series:
EUR 1,465,000,000
(ii)
Tranche:
EUR 100,000,000
To be assimilated (assimilées) upon listing
and form a single series with the Existing
Notes
5
Issue Price:
94.542 per cent. of the Aggregate Nominal
Amount of the Tranche plus an amount
corresponding to accrued interest at a rate of
3.5839041 per cent. of such Aggregate
Nominal Amount for the period from, and
including 25 April 2008 to, but excluding, the
Issue Date
6
Specified Denominations:
EUR 1,000
7
(i)
Issue Date:
18 February 2009
(ii)
Interest Commencement Date:
25 April 2008
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Maturity Date:
25 April 2019
9
Interest Basis:
4.375 per cent. Fixed Rate
10
Redemption/Payment Basis:
Redemption at par
11
Change of Interest or Redemption/Payment Basis:
Not Applicable
12
Call Options:
Not Applicable
13
(i)
Status of the Notes:
Obligations Foncières
(ii)
Dates of the corporate authorisations for issuance
of the Notes:
Decision of the Conseil d'administration of
Compagnie de Financement Foncier dated
17 December 2008 authorising:
(i) the issue of the Notes,
(ii) inter alios, the Président Directeur
Général of Compagnie de Financement
Foncier and its Directeur Général Délégué to
sign and execute all documents in relation to
the issue of Notes, and
(ii) the quarterly programme of borrowings
which benefit from the privilège referred to in
Article L.515-19 of the French Code
monétaire et financier of up to and including
EUR 7 billion for the first quarter of 2009.
14
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
4.375 per cent. per annum payable annually in
arrear
(ii)
Interest Payment Date(s):
25 April in each year commencing on 25 April
2009
(iii)
Fixed Coupon Amount(s):
EUR 43.75 per EUR 1,000 in nominal amount
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction (Condition 5(a)):
Actual/Actual ICMA (unadjusted)
(vi)
Determination Date(s) (Condition 5(a)):
25 April in each year
(vii) Other terms relating to the method of calculating
interest for Fixed Rate Notes:
Not Applicable
16
Floating Rate Provisions
Not Applicable
17
Zero Coupon Note Provisions
Not Applicable
18
Index Linked Interest Note/other variable-linked
interest Note Provisions
Not Applicable
19
Dual Currency Note Provisions
Not Applicable
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PROVISIONS RELATING TO REDEMPTION
20
Call Option
Not Applicable
21
Other Option
Not Applicable
22
Final Redemption Amount of each Note
EUR 1,000 per Note of EUR 1,000 Specified
Denomination
23
Early Redemption Amount
Early Redemption Amount(s) of each Note payable on
redemption for taxation reasons or on any early
redemption and/or the method of calculating the same (if
required or if different from that set out in the
Conditions):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24
Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)
(ii)
Registration Agent:
Not Applicable
(iii)
Temporary Global Certificate:
Not Applicable
(iv)
Applicable TEFRA exemption:
Not Applicable
25
Financial Centre(s) (Condition 7(h)) or other special
provisions relating to Payment Dates:
TARGET
Adjusted Payment Date (Condition 7(h)):
The next following day that is a business day
26
Talons for future Coupons or Receipts to be attached to
Definitive Materialised Notes (and dates on which such
Talons mature):
Not Applicable
27
Details relating to Partly Paid Notes: amount of each
payment comprising the Issue Price and date on which
each payment is to be made [and consequences (if any) of
failure to pay]:
Not Applicable
28
Details relating to Instalment Notes: amount of each
instalment, date on which each payment is to be made:
Not Applicable
29
Redenomination, renominalisation and reconventioning
provisions:
Not Applicable
30
Consolidation provisions:
Not Applicable
31
Representation of holders of Notes Masse (Condition 10): Applicable
The initial Representative will be:
MURACEF
5, rue Masseran
75007 Paris
France
The alternate Representative will be:
M. Hervé Bernard VALLEE
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1, Hameau de Suscy
77390 Crisenoy
France
The Representative will not receive any
remuneration
32
Other final terms:
Not Applicable
DISTRIBUTION
33
(i)
If syndicated, names and addresses of Managers
and underwriting commitments:
Not Applicable
(ii)
Date of Subscription Agreement:
Not Applicable
(iii)
Stabilising Manager(s) (if any):
Not Applicable
34
If non-syndicated, name and address of Dealer:
NATIXIS
30 avenue Pierre Mendès France
75013 Paris
35
Total commision and concession:
0.25 per cent. of the Aggregate Nominal
Amount of the Tranche
36
Additional selling restrictions:
Not Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission of Notes described herein on the Bourse
de Luxembourg (regulated market of the Luxembourg Stock Exchange) and Euronext Paris (regulated market of the
Paris Stock Exchange) pursuant to the Euro 125,000,000,000 Euro Medium Term Note Programme of Compagnie de
Financement Foncier.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
Duly represented by:
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PART B ­ OTHER INFORMATION
1.
RISK FACTORS
Not Applicable
2.
LISTING
(i) Listing:
Euronext Paris (regulated market of the Paris Stock Exchange) and
Bourse de Luxembourg (regulated market of the Luxembourg Stock
Exchange).
(ii) Admission to trading:
Application has been made for the Notes to be listed and admitted to
trading on the Bourse de Luxembourg and on Euronext Paris with
effect from 18 February 2009.
(iii) Additional publication of
Base Prospectus and Final Terms:
Yes
The Base Prospectus dated 4 July 2008 and the Final Terms will be
published on the website of the Bourse de Luxembourg
(www.bourse.lu).
(iv) Regulated markets or
equivalent markets on which, to
the knowledge of the issuer,
securities of the same class of the
securities to be offered or admitted
to trading are already admitted to
trading:
The Existing Notes are already admitted to trading on the Bourse de
Luxembourg and on Euronext Paris.
3.
PUBLIC OFFER(S)
Not Applicable
4.
RATINGS
Ratings:
The Programme has been rated Aaa by Moody's Investors Service
and AAA by Standard & Poor's Ratings Services.
For Moody's Investors Service, Notes issued under the Programme
are deemed to have the same rating as the Programme, investors are
invited to check on a regular basis the rating assigned to the
Programme which is publicly disclosed via Moody's rating desk or
moodys.com.
The Notes issued under the Programme will be rated AAA by
Standard & Poor's Ratings Services1 and by Fitch Ratings2.
1
An obligation rated "AAA" has the highest rating assigned by Standard & Poors. The obligor capacity to meet its financial commitment
on the obligation is extremely strong (source: Standard & Poors Ratings Services).
2
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency without notice.
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5.
NOTIFICATION
The Autorité des marchés financiers in France has provided the Commission de Surveillance du Secteur
Financier in Luxembourg with certificates of approval attesting that the Base Prospectus dated 4 July 2008
and its supplement dated 5 September 2008 have been drawn up in accordance with the Prospectus
Directive.
6.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale" so far as the Issuer is aware, no person involved in the offer of
the Notes has an interest material to the offer.
7.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES*
(i) Reasons for the offer:
The net proceeds of the issue of the Notes will be used for the
Issuer's general corporate purposes.
(ii) Estimated net proceeds:
EUR 97,875,904.10
(iii) Estimated total expenses:
Estimated total listing fees (Paris and Luxembourg): EUR 12, 750
8.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
9.
YIELD
Indication of yield:
5.0725 per cent.
Calculated at the Issue Date in accordance with the ICMA method,
which determines the effective interest rate of the Notes taking into
account accrued interest on a daily basis on the Issue Date.
As set out above, the yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future yield.
10.
HISTORIC INTEREST RATES
Not Applicable
11.
PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE
OF INVESTMENT
Not Applicable
12.
EXPLANATION OF EFFECT ON VALUE OF INVESTMENT, RETURN ON DERIVATIVES
SECURITIES AND INFORMATION CONCERNING THE UNDERLYING
Not Applicable
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13.
OPERATIONAL INFORMATION
ISIN Code:
FR0010464321
Common Code:
029745439
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
(ii) Common Depositary for
Euroclear Bank S.A./N.V.
and Clearstream
Luxembourg:
No
Any clearing system(s) other than
Euroclear and Clearstream,
Luxembourg and the relevant
identification number(s):
Not Applicable
Delivery:
Delivery against payment
The Agents appointed in respect of
Fiscal and Principal Paying Agent:
the Notes are:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
EC2N 2DB London
United Kingdom
Paris Paying Agent:
Crédit Foncier de France
4 Quai de Bercy
94224 Charenton Cedex
France
Luxembourg Listing and Paying Agent:
Deutsche Bank Luxembourg S.A
2 Boulevard Konrad Adenauer
L-1115 Luxembourg
Grand Duchy of Luxembourg
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
The aggregate principal amount of
Notes issued has been translated
into Euro at the rate of [currency]
[·] per Euro 1. 00, producing a sum
of:
Not Applicable
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TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions that, subject to completion in accordance with the provisions
of the relevant Final Terms, shall be applicable to the Notes. In the case of Dematerialised Notes, the text of the
terms and conditions will not be endorsed on physical documents of title but will be constituted by the following
text as completed by the relevant Final Terms. In the case of Materialised Notes, either (i) the full text of these
terms and conditions together with the relevant provisions of the Final Terms or (ii) these terms and conditions
as so completed (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on
Definitive Materialised Notes. All capitalised terms that are not defined in these Conditions will have the
meanings given to them in the relevant Final Terms. References in the Conditions to "Notes" are to the Notes of
one Series only, not to all Notes that may be issued under the Programme.
The Notes are issued by Compagnie de Financement Foncier (the "Issuer") with the benefit of an amended and
restated agency agreement dated 1 August 2006 between the Issuer, Deutsche Bank AG, London Branch as fiscal
agent and the other agents named in it (the "Amended and Restated Agency Agreement"). The fiscal agent, the
paying agents, the redenomination agent, the consolidation agent and the calculation agent(s) for the time being
(if any) are referred to below respectively as the "Fiscal Agent", the "Paying Agents" (which expression shall
include the Fiscal Agent), the "Redenomination Agent", the "Consolidation Agent" and the "Calculation
Agent(s)".
For the purpose of these Terms and Conditions, "Regulated Market" means any regulated market situated in a
Member State of the European Economic Area ("EEA") as defined in the Investment Services Directive
93/22/EC and as listed on the website of Europa
(http://ec.europa.eu/internal_market/securities/isd/index_en.htm).
References below to "Conditions" are, unless the context requires otherwise, to the numbered paragraphs below.
Certain defined terms contained in the 2001 FBF Master Agreement relating to transactions on forward financial
instruments (formerly the 1994 AFB Master Agreement for Foreign Exchange and Derivatives Transactions) as
supplemented by the Technical Schedules published by the AFB or the FBF (together, the "FBF Master
Agreement") and in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives
Association, Inc., have either been used or reproduced in Condition 5 below.
Copies of the FBF Master Agreement are available for inspection at the specified offices of each of the Paying
Agents.
1
Form, Denomination, Title and Redenomination
(a)
Form: Notes may be issued either in dematerialised form ("Dematerialised Notes") or in
materialised form ("Materialised Notes").
(i)
Title to Dematerialised Notes will be evidenced in accordance with Article L.211-4 of
the French Code monétaire et financier by book entries (inscriptions en compte). No
physical document of title (including certificats représentatifs pursuant to
Article R.211-7 of the French Code monétaire et financier) will be issued in respect of
the Dematerialised Notes.
Dematerialised Notes are issued, at the option of the Issuer and as specified in the final
terms (the "Final Terms"), in either bearer dematerialised form (au porteur), which
will be inscribed in the books of Euroclear France ("Euroclear France") (acting as
central depositary) which shall credit the accounts of Account Holders, or in registered
dematerialised form (au nominatif) and, in such latter case, at the option of the relevant
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holder in either administered registered dematerialised form (au nominatif administré)
inscribed in the books of an Account Holder designated by the relevant holder of Notes
or in fully registered dematerialised form (au nominatif pur) inscribed in an account in
the books of Euroclear France maintained by a registration agent (designated in the
relevant Final Terms) acting on behalf of the Issuer (the "Registration Agent").
For the purpose of these Conditions, "Account Holder" means any authorised
financial intermediary institution entitled to hold directly or indirectly accounts on
behalf of its customers with Euroclear France, Euroclear Bank S.A. / N.V.
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme,
("Clearstream, Luxembourg").
(ii)
Materialised Notes are issued in bearer form. Definitive Materialised Notes are printed
on security paper, are serially numbered and are issued with coupons (the "Coupons")
(and, where appropriate, a talon (the "Talons") attached), save in the case of Zero
Coupon Notes in which case references to interest (other than in relation to interest due
after the Maturity Date), Coupons and Talons in these Conditions are not applicable.
Instalment Notes are issued with one or more receipts (the "Receipts") attached.
In accordance with Article L.211-4 of the French Code monétaire et financier, securities
(including the Notes) in materialised form and governed by French law must be issued outside
the French territory.
(b)
Denomination: Notes shall be issued in the Specified Denomination(s) as set out in the relevant
Final Terms save that the minimum denomination of each Note listed and admitted to trading on
a regulated market, or offered to the public, in a Member State of the European Economic Area
("EEA") in circumstances which require the publication of a prospectus under the Prospectus
Directive will be 1,000 (or, if the Notes are denominated in a currency other than euro, the
equivalent amount in such currency at the issue date) or such other higher amount as may be
allowed or required from time to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant Specified Currency. Dematerialised Notes shall be
issued in one Specified Denomination only.
(c)
Title:
(i)
Title to Dematerialised Notes in bearer dematerialised form (au porteur) and in
administered registered dematerialised form (au nominatif administré) shall pass upon,
and transfer of such Notes may only be effected through, registration of the transfer in
the accounts of Account Holders. Title to Dematerialised Notes in fully registered
dematerialised form (au nominatif pur) shall pass upon, and transfer of such Notes may
only be effected through, registration of the transfer in the accounts of the Registration
Agent.
(ii)
Title to Definitive Materialised Notes and Receipts, Coupons and Talons shall pass by
delivery.
(iii)
Except as ordered by a court of competent jurisdiction or as required by law, the holder
(as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and
may be treated as its absolute owner for all purposes, whether or not it is overdue and
regardless of any notice of ownership, or an interest in it, any writing on it or its theft
or loss and no person shall be liable for so treating the holder.
(iv)
In these Conditions, "holder of Notes", "holder of any Note" or "Noteholder" means
(i) in the case of Dematerialised Notes, the person whose name appears in the account
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